7Fabs Generic Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of last signature below (the "Effective Date") between 7Fabs LLC (a Florida limited liability company providing design, fabrication, and 3D printing services, "7Fabs") and [Counterparty legal name] ("Counterparty", together with 7Fabs, the "Parties"), in connection with a potential or actual project involving fabrication, 3D printing, CAD/design, prototyping, or related services (the "Purpose").
1. Definition of Confidential Information
"Confidential Information" means non-public information disclosed by either Party (the "Disclosing Party") to the other (the "Receiving Party"), including but not limited to CAD files, drawings, specifications, prototypes, business plans, pricing, and any information marked or reasonably understood to be confidential, disclosed in connection with the Purpose.
2. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality before disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.
3. Obligations
The Receiving Party will: (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (c) not disclose it to third parties except to employees/contractors with a need-to-know who are bound by confidentiality obligations at least as protective as this Agreement; and (d) not reverse-engineer any prototype or part shared under this Agreement except as necessary to perform the Purpose.
4. Compelled disclosure
If the Receiving Party is legally compelled to disclose Confidential Information, it will (where legally permitted) give the Disclosing Party prompt notice so it may seek a protective order, and will disclose only the portion legally required.
5. No license; no obligation to contract
Nothing in this Agreement grants any license to Confidential Information beyond the Purpose, and nothing obligates either Party to enter into any further business relationship.
6. Term
This Agreement's confidentiality obligations remain in effect for three (3) years from the Effective Date for Confidential Information generally; provided that, for any Confidential Information that constitutes a trade secret under applicable law, the obligations of this Agreement continue for as long as that information remains a trade secret. Obligations end earlier for information that ceases to qualify under Section 2.
7. Return or destruction
Upon written request, the Receiving Party will return or destroy Confidential Information in tangible form, except for archival copies retained per routine backup/record-retention policies, which remain subject to this Agreement.
8. No warranty
CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTY REGARDING ITS ACCURACY OR COMPLETENESS.
9. Remedies
Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause harm for which money damages are inadequate, and that the Disclosing Party is entitled to seek injunctive or other equitable relief for actual or threatened breach, without posting bond, in addition to any other remedy.
10. Defend Trade Secrets Act notice
Notice under 18 U.S.C. § 1833(b): an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose it except pursuant to court order.
11. Governing law and venue
This Agreement is governed by the laws of the State of Florida. Any dispute shall be brought in the state or federal courts located in Orange County, Florida.
12. Miscellaneous
This Agreement is the entire agreement between the Parties regarding the Purpose's confidentiality, may only be amended in writing signed by both Parties, may be executed electronically and in counterparts, and is signed by both Parties as required for enforcement of restrictive covenants under Florida law. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remainder stays in effect.
7Fabs
Signature: ___________________________ Date: ___________
Name/Title: __________________________
Counterparty
Signature: ___________________________ Date: ___________
Name/Title: __________________________